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Q&A: Meredith's John Zieser

by Richard Morgan  |  Published February 17, 2012 at 12:00 PM

022012_QAmeredith.gifThe last time we reached out to John Zieser, the chief development officer and general counsel at Meredith Corp., we were seeking answers to a very topical question: What's the value of Allrecipes.com? To some, at least, this question had assumed no small amount of urgency after Reader's Digest Association Inc. announced in October that it would entertain the sale of the leading digital food site.

But on what basis, we wondered, would prospects price Allrecipes? On its monthly unique users of 24 million? How about its trailing annual revenue of $29.5 million? Were the operating profits of $2.5 million that the site generated in the four quarters leading up to Allrecipes' auction relevant at all?

That's why we turned to Zieser. The Meredith CDO not only negotiated the purchase of the Walt Disney Co.'s FamilyFun magazine early this year but also brought RDA's Every Day with Rachael Ray (both magazine and its related digital media assets) into his company in October. And that was after Meredith's acquisition in June of EatingWell Media Group, a multichannel brand focused on healthy eating, and the simultaneous launch of Recipe.com.

If anyone could parse Allrecipes' value in today's market, we figured it would be Zieser. Only our overtures to him and to Meredith went unanswered, and it wasn't until RDA concluded its auction last month that we knew for certain why. Allrecipes was sold to Meredith in a deal whose final details were hashed out over a recent weekend by Zieser, working with Meredith financial adviser BDT & Co., in conjunction with RDA financial advisers Morgan Stanley and Evercore Partners Inc.

As for our burning question -- What's the value of Allrecipes? -- the short answer is $175 million. Some longer ones follow from a conversation The Deal magazine's Richard Morgan conducted with Zieser just days after he secured Allrecipes for Meredith.

The Deal magazine: OK, then, how did you come up with a price of $175 million?

John Zieser: These properties tend to go for 5 to 7 times sales. So, for a little lower than 6 times sales, I'd say we got a very fair price. Some of that was fortuitous. Between the last 12 and 18 months, there had been a bit of a bubble for online content companies, most notably when AOL bought The Huffington Post for 7 times. But then a sharp rise in commodity prices squeezed the margins of major food and packaged-good companies, who responded with advertising cuts. That affected everybody in our sector, including Allrecipes, and it may have produced a more sober outlook among those bidding for the asset.

So it was simply a matter of coming up with the right sales multiple?

Oh no. Our analyses also included discounted cash flows, with high, medium and low scenarios, and an examination of Allrecipes as both a standalone and with synergies. And since Allrecipes is the leading food site, with 24 million unique users each month, we studied how the marketplace values users.

Our final number reflects Allrecipes' worth less as a standalone and more on a combined basis because, well, that's what we do. We have a very efficient production platform, which enhances almost any product we put on it. The way we negotiate for paper and printing, the way we handle distribution and fulfillment -- these practices enable us to take costs way down. This, in turn, gives us a crucial edge over financial sponsors when it comes to bidding. We don't buy properties like Allrecipes to flip them. We buy them to operate them.

Still, you were up against some very heavy hitters. Word is that Scripps Networks wanted to buy Allrecipes for its Food Network, that Amazon.com thought it would make a good content complement for its Kindle and that Bertelsmann had given its Random House publishing division lots of leeway. Then again, after Google surprised everybody last fall by snapping up Zagat, some followers of the Allrecipes auction thought the search giant might try to expand its toehold in content?

There's no doubt that if Google was willing to pay the $300 million that some thought Allrecipes might be worth, it would have won. But it probably went through the same sort of analysis that we did, except it had to look at the asset pretty much as a standalone content play. For us, by comparison, Allrecipes represented a wonderful complement to our multiplatform food portfolio. So at the end of the day, we were able to drive more synergies.

Please elaborate, if only because synergies don't spring to mind when one thinks of combining a digital food site that's based in Seattle with a magazine-and-television company based in Des Moines. Besides, synergies certainly weren't evident when Allrecipes was owned by Reader's Digest.

It's true there isn't much synergy in terms of costs. But look at Allrecipes' business model: It's mostly advertising revenue. There's no meaningful commerce, no subscription, and they're just starting to develop mobile and social applications. We can help them with that. And don't think we haven't thought of how great a magazine Allrecipes could be. We'll develop one that's not only cost efficient for us but true to the website and transparent to Allrecipes' customer base.

Going the other way, Allrecipes is really a technology company. Sure, it has great user-generated content, and in less than 15 years it has developed into a great brand. But its principal asset, in our view, is its unmatched ability in search engine optimization. You simply cannot replicate its SEO model. Do a search for chicken soup. Allrecipes comes out on top. Type in another dish. Allrecipes on top again. You just don't get there overnight. We know because we've tried. That's why we're so excited about leveraging the Allrecipes SEO model across all of Meredith. Marry them and us, and it's easy to see one plus one equaling three.

You're making Allrecipes sound like an awfully compelling story. But what about cannibalization? It was barely a half year ago that you launched Recipe.com, another website that obviously features recipes. Do you have any plans to merge it into Allrecipes?

No. They're really very different when you consider that Allrecipes is user-generated content -- carefully cultivated content, to be sure, but UGC all the same. Recipe.com is more about branding and couponing. It has marketing partners like Betty Crocker, Kellogg's and Prego, all of whom contribute to Recipe.com's collection of more than 20,000 tried-and-true partner recipes. Recipe.com also provides users with in-store and manufacturer digital coupons and has a heavily branded segment on "The Better Show." That's a daily syndicated program of ours that showcases content from other Meredith properties like Better Homes and Gardens, Family Circle, Parents and Fitness.

After years of inactivity, why all of a sudden so much M&A?

We've always had a list of prized assets that we don't own but proactively try to get to know. Allrecipes was on that list long before Reader's Digest commenced an auction. So was Every Day with Rachael Ray, which may explain why I got the first call from Rachael Ray's agent when the decision was made to sell it. With FamilyFun, Disney came to realize it was operating what's basically a standalone. Now I don't want to make magazine publishing sound like rocket science, because it's not, but at the same time either you're in it or you're not. And only a few of us are really in it.

What's next for you and Meredith?

We're lucky in the sense that our primary consumer is migrating relatively slowly across the digital divide. We reach more than 100 million females a month with one of our products, and we're extremely thankful that so many of them are still very interested in magazines. Meanwhile, as the middle market continues to be squeezed, there'll be more opportunities for publishing's bigger players. We're planning to be the first in line during this next wave of consolidation. I mean, when it comes to tuck-in acquisitions like the ones we've recently had the opportunity to pursue, I'd do six more in a heartbeat.

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